-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ouh/qs9u026CSCEVx3mY4hy2s/A+JAFwGypC+vOz8Mb6yqZmXsGpOWjyIzEP+U8h 2FRbeaVfV1A2VKDLrek0aA== 0001010412-03-000264.txt : 20030929 0001010412-03-000264.hdr.sgml : 20030929 20030929121426 ACCESSION NUMBER: 0001010412-03-000264 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST DELTAVISION INC CENTRAL INDEX KEY: 0001051488 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 870412182 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-23511 FILM NUMBER: 03914109 BUSINESS ADDRESS: STREET 1: 9005 COBBLE CANYON LANE CITY: SANDY STATE: UT ZIP: 84093 BUSINESS PHONE: 8019420555 MAIL ADDRESS: STREET 1: 9005 COBBLE LANE CITY: SANDY STATE: UT ZIP: 84093 10KSB 1 k03.txt ANNUAL REPORT ON FORM 10KSB FOR THE YEAR ENDED JUNE 30, 2003 U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to __________________ Commission File No. 0-23511 FIRST DELTAVISION, INC. (Name of Small Business Issuer in its Charter) NEVADA 87-0412182 (State or Other Jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 9005 Cobble Canyon Lane Sandy, Utah 84093 (Address of Principal Executive Offices) Issuer's Telephone Number: (801) 942-0555 Securities Registered under Section 12(b) of the Exchange Act: None. Securities Registered under Section 12(g) of the Exchange Act: $0.001 par value common stock Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No (2) Yes X No --- --- --- --- Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] State Issuer's revenues for its most recent fiscal year: June 30, 2003-$0 State the aggregate market value of the common voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days. September 29, 2003 - $279. There are approximately 279,208 shares of our common voting stock held by non-affiliates. Since 1988, there has been no "public market" for our shares of common stock so we have arbitrarily valued these shares on the basis of par value per share or $0.001. (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Not Applicable. (APPLICABLE ONLY TO CORPORATE REGISTRANTS) State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: September 29, 2003 1,342,000 DOCUMENTS INCORPORATED BY REFERENCE A description of "Documents Incorporated by Reference" is contained in the Exhibit Index, Part III, Item 13 of this Annual Report. Transitional Small Business Issuer Format Yes X No --- --- PART I Item 1. Description of Business. Business Development. - --------------------- On May 21, 2003, the Company filed an 8-K Current Report regarding the signing of a Plan and Agreement of Reorganization (the "Agreement") with G Media Network, Inc., a Nevada corporation ("G Media"). The completion of the transaction was subject to the satisfaction of conditions of closing set forth in the Agreement. Subsequent to the date of this Report, G Media had not provided the required due diligence to complete the closing and the Agreement was deemed abandoned. For additional information regarding this Agreement, see our 8-K Current Report dated May 21, 2003, which was filed with the Securities and Exchange Commission on May 22, 2003. See the Exhibit Index, Part III, Item 13. Except as indicated above and in our Company's 10-SB Registration Statement, as amended, which was filed with the Securities and Exchange Commission on December 16, 1997, which became effective on or about February 14, 1998, and which is incorporated herein by reference, and the Company's 10KSB for the year ended June 30, 2002, and which is incorporated herein by reference, there have been no other material business developments regarding our Company. See the Exhibit Index, Part III, Item 13. Business. - --------- We have no material business operations for over five years. We may begin the search for the acquisition of assets, property or business that may benefit our Company and our stockholders, once our Board of Directors sets guidelines of industries in which we may have an interest. We are unable to predict the time as to when and if we may actually participate in any specific business endeavor, and will be unable to do so until we determines the particular industries of interest to us. Risk Factors. - ------------- Information regarding potential risk factors that may presently affect our Company is contained under the heading "Risk Factors", Part I, Item 1, of our Company's 10-SB Registration Statement, as amended, and our 10-KSB Annual Report for the year ended June 30, 1999. See the Exhibit Index, Part III, Item 13. Effect of Existing or Probable Governmental Regulations on Business. - --------- Small Business Issuer. ---------------------- The integrated disclosure system for small business issuers adopted by the Securities and Exchange Commission in Release No. 34-30968 and effective as of August 13, 1992, substantially modified the information and financial requirements of a "Small Business Issuer," defined to be an issuer that has revenues of less than $25 million; is a U.S. or Canadian issuer; is not an investment company; and if a majority-owned subsidiary, the parent is also a small business issuer; provided, however, an entity is not a small business issuer if it has a public float (the aggregate market value of the issuer's outstanding securities held by non-affiliates) of $25,000,000 or more. We are deemed to be a "small business issuer." The Securities and Exchange Commission, state securities commissions and the North American Securities Administrators Association, Inc. ("NASAA") have expressed an interest in adopting policies that will streamline the registration process and make it easier for small business issuers to have access to the public capital markets. Sarbanes-Oxley Act. ------------------- On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide variety of new regulatory requirements on publicly-held companies and their insiders. Many of these requirements will affect us. For example: * Our chief executive officer and chief financial officer must now certify the accuracy of all of our periodic reports that contain financial statements; * Our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures; and * We may not make any loan to any director or executive officer and we may not materially modify any existing loans. The Sarbanes-Oxley Act has required us to review our current procedures and policies to determine whether they comply with the Sarbanes-Oxley Act and the new regulations promulgated thereunder. We will continue to monitor our compliance with all future regulations that are adopted under the Sarbanes-Oxley Act and will take whatever actions are necessary to ensure that we are in compliance. Penny Stock. ------------ Our common stock is "penny stock" as defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny stocks are stocks: * with a price of less than five dollars per share; * that are not traded on a "recognized" national exchange; * whose prices are not quoted on the NASDAQ automated quotation system; or * in issuers with net tangible assets less than $2,000,000, if the issuer has been in continuous operation for at least three years, or $5,000,000, if in continuous operation for less than three years, or with average revenues of less than $6,000,000 for the last three years. Section 15(g) of the Exchange Act and Rule 15g-2 of the Securities and Exchange Commission require broker/dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before making any transaction in a penny stock for the investor's account. You are urged to obtain and read this disclosure carefully before purchasing any of our shares. Rule 15g-9 of the Securities and Exchange Commission requires broker/dealers in penny stocks to approve the account of any investor for transactions in these stocks before selling any penny stock to that investor. This procedure requires the broker/dealer to: * get information about the investor's financial situation, investment experience and investment goals; * reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor can evaluate the risks of penny stock transactions; * provide the investor with a written statement setting forth the basis on which the broker/dealer made his or her determination; and * receive a signed and dated copy of the statement from the investor, confirming that it accurately reflects the investor' financial situation, investment experience and investment goals. Compliance with these requirements may make it harder for our stockholders to resell their shares. Reporting Obligations. ---------------------- Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the Securities and Exchange Commission regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders of our Company at a special or annual meeting thereof or pursuant to a written consent will require our Company to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the Securities and Exchange Commission at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders. We are also required to file annual reports on Form 10-KSB and quarterly reports on Form 10-QSB with the Securities Exchange Commission on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K. Item 2. Description of Property. - --------------------------------- We have no assets, property or business. Our principal executive office address and telephone number are the home address and telephone number of our President, David C. Merrell, and are provided at no cost. Because we have no current business operations, our activities have been limited to keeping our Company in good standing in the State of Nevada, and with preparing reports required to be filed by us with the Securities and Exchange Commission and related financial statements. These activities have consumed an insignificant amount of our management's time; accordingly, the costs to Mr. Merrell of providing the use of his home and telephone have been minimal. Item 3. Legal Proceedings. - --------------------------- In October, 2002, David C. Merrell, our current President and one of our directors, filed a legal proceeding to rescind the Kyomedix Agreement in the Third Judicial District Court in and for Salt Lake County, Utah, styled as Civil Action No. 020910071, that resulted in the signing of a Compromise and Settlement Agreement that rescinded and declared void the Kyomedix Agreement. For additional information regarding this Compromise and Settlement Agreement, see our 8-KA Current Report dated April 9, 2002, which was filed with the Securities and Exchange Commission on November 13, 2002. See the Exhibit Index, Part III, Item 13. We are not the subject of any pending legal proceedings; and to the knowledge of our management, no proceedings are presently contemplated against our Company by any federal, state or local governmental agency. Further, to the knowledge of our management, no director or executive officer is party to any action in which any has an interest adverse to our Company. Item 4. Submission of Matters to a Vote of Security Holders. - ------------------------------------------------------------- There were no matters submitted to a vote of our security holders during the fiscal year ended June 30, 2003. PART II Item 5. Market for Common Equity and Related Stockholder Matters. - ------------------------------------------------------------------ Market Information. ------------------- Our common stock is quoted on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the "NASD") under the symbol "FTDV", with quotations that commenced in November, 1998; however, the market for shares of our Company's common stock is extremely limited. No assurance can be given that the present limited market for our Company's common stock will continue or will be maintained, and the sale of our Company's common stock pursuant to Rule 144 of the Securities and Exchange Commission by David C. Merrell, our Company's President, and other principal stockholders, may have a substantial adverse impact on any such public market. All of the "restricted securities" of our Company that are outstanding have satisfied the required holding period of Rule 144. See Part II, Item 11. The high and low closing bid prices for shares of our common stock for each quarter within the last two fiscal years, or the applicable period when there were quotations are as follows:
Bid Quarter ending: High Low - --------------- ---- --- July 2, 2001 through September 28, 2001 $1.00 $0.10 October 1, 2001 through December 31, 2001 $0.10 $0.10 January 2, 2002 through March 28, 2002 $1.01 $0.10 April 1, 2002 through April 10, 2002 $0.26 $0.21 April 11, 2002 through June 28, 2002 $2.70 $0.17 (after a 4 for 1 dividend) July 1, 2002 through September 30, 2002 $2.25 $1.55 October 1, 2002 through December 31, 2002 $1.30 $0.51 January 2, 2003 through March 31, 2003 $0.51 $0.40 April 1, 2003 through June 30, 2003 $0.40 $0.40
These bid prices were obtained from the National Quotation Bureau, LLC ("NQB") and do not necessarily reflect actual transactions, retail markups, mark downs or commissions. No assurance can be given that any "established trading market" will develop in the common stock of our Company, or if any such market does develop, that it will continue or be sustained for any period of time. Recent Sales of Unregistered Securities. ---------------------------------------- Date Number of Aggregate Name Acquired Shares Consideration ---- -------- --------- ------------- David C. Merrell 5/27/96 546,592 Services Todd D. Ross 5/27/96 16,108 Services Jerry Peterson 5/27/96 16,108 Services Raymond Wilson 8/18/97 8,000 Release of any 10/15/97 20,000 and all 5/26/98 2,000 liabilities Victor Ivashin 10/15/97 4,000 Services Leonard W. Burningham 8/18/97 36,200 Services Branden T. Burningham 12/22/97 14,000 Services Sheryl Ross 12/22/97 14,000 Services Leonard W. Burningham 12/22/97 80,000 Services Brad Burningham 12/22/97 12,000 Services David C. Merrell 8/16/00 200,000 Services Leonard W. Burningham 8/16/00 200,000 Services Atlantic Capital 4/9/02 9,550,000(1) Kyomedix Partners Inc. Agreement Health Sciences 4/9/02 5,616,000(1) Kyomedix Internat'l Inc. Agreement (in Trust) Peter Stevens 4/9/02 100,000(1)(2) Kyomedix Agreement Dieter Doederlein 4/9/02 50,000(1)(2) Kyomedix Agreement Gerry Hruby 4/9/02 50,000(1)(2) Kyomedix Agreement (1) These shares were canceled pursuant to the Compromise and Settlement Agreement. See the Exhibit Index, Part III, Item 13. (2) Messrs. Stevens', Doederlein' and Hruby' shares were represented by employee stock options granted for the first year under our Company's Employee Stock Option Plan that was rescinded with the Kyomedix Agreement. See the Exhibit Index, Part III, Item 13. All of the foregoing persons are believed to have been either "accredited investors," or "sophisticated investors," who by reason of business acumen, experience, employment, education or other factors, were fully capable of evaluating the risks and merits of an investment in our Company's securities. Messrs. Peterson, Ivashin and Wilson are all former directors of our Company; Messrs. Merrell and Ross are current directors and executive officers of our Company; and Leonard W. Burningham is counsel for our Company, and Branden T. Burningham, Brad Burningham and Ms. Ross are associates and/or employees of Leonard W. Burningham who provided legal services to our Company. Each had all information regarding our Company available to them. The offers and sales of these securities are believed to have been exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, and from similar states' securities laws, rules and regulations requiring the offer and sale of securities by available state exemptions from such registration. Holders. -------- The number of record holders of our Company's common stock as of June 30, 2002, was approximately 167; this number does not include an indeterminate number of stockholders whose shares may be held by brokers in street name. As of September 29, 2003, there were approximately 167 stockholders of record. Dividends. ---------- There are no present material restrictions that limit the ability of our Company to pay dividends on common stock or that are likely to do so in the future. Our Company has not paid any dividends with respect to our common stock, and does not intend to pay dividends in the foreseeable future. We authorized a four for one stock dividend pursuant to the Kyomedix Agreement, that we retained, despite the rescission of the Kyomedix Agreement. See the Exhibit Index, Part III, Item 13. Item 6. Management's Discussion and Analysis or Plan of Operation. - -------------------------------------------------------------------- Plan of Operation. ------------------ Our Company has not engaged in any material operations or had any revenues from operations during the past nine fiscal years. Our Company's plan of operation for the next 12 months has yet to be formulated, with our Company intending to determine the industries in which we would like to focus our business operations. During the next 12 months, our Company's only foreseeable cash requirements will relate to maintaining our Company in good standing and filing our reports with the Securities and Exchange Commission, which may be advanced by management or principal stockholders as loans to our Company. Any such sums should be nominal. Item 7. Financial Statements. - ------------------------------ For the periods ended June 30, 2003 and 2002 Independent Auditors' Report Balance Sheet for June 30, 2003 Statements of Operations for the years ending June 30, 2003 and 2002, and from inception July 31, 1984 to June 30, 2003 Statements of Stockholders' Equity (Deficit), from inception on July 31, 1984 through June 30, 2003 Statements of Cash Flows for the years ended June 30, 2003 and 2002, and from inception July 31, 1984 to June 30, 2003 Notes to the Financial Statements FIRST DELTAVISION, INC. [A Development Stage Company] FINANCIAL STATEMENTS JUNE 30, 2003 FIRST DELTAVISION, INC. [A Development Stage Company] CONTENTS PAGE Independent Auditors' Report 1 Balance Sheet, June 30, 2003 2 Statements of Operations, for the years ended June 30, 2003 and 2002 and from inception 3 on July 31, 1984 through June 30, 2003 Statement of Stockholders' Equity (Deficit), from inception on July 31, 1984 through June 30, 2003 4 - 5 Statements of Cash Flows, for the years ended June 30, 2003 and 2002 and from inception on July 31, 1984 through June 30, 2003 6 Notes to Financial Statements 7 - 10 INDEPENDENT AUDITORS' REPORT Board of Directors FIRST DELTAVISION, INC. Salt Lake City, Utah We have audited the accompanying balance sheet of First Deltavision, Inc. [a development stage company] at June 30, 2003, and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended June 30, 2003 and 2002 and for the period from inception on July 31, 1984 through June 30, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of First Deltavision, Inc. for the period from inception on July 31, 1984 to June 30, 1999 were audited by other auditors whose report dated September 28, 1999 expressed an unqualified opinion on those statements and included an explanatory paragraph regarding the Company's ability to continue as a going concern. The financial statements for the period from inception on July 31, 1984 to June 30, 1999 reflect a net loss of $129,168. Our opinion, insofar as it relates to the amounts included for such prior periods, is based solely on the report of such other auditors. We conducted our audit in accordance with generally accepted auditing standards in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, based on our audit and the reports of other auditors, the financial statements audited by us present fairly, in all material respects, the financial position of First Deltavision, Inc. [a development stage company] as of June 30, 2003 and the results of its operations and its cash flows for the years ended June 30, 2003 and 2002 and for the period from inception on July 31, 1984 through June 30, 2003, in conformity with generally accepted accounting principles in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the company has incurred losses since its inception, has current liabilities in excess of current assets and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. PRITCHETT, SILER & HARDY, P.C. September 8, 2003 Salt Lake City, Utah 1
FIRST DELTAVISION, INC. [A Development Stage Company] BALANCE SHEET ASSETS June 30, 2003 ----------- CURRENT ASSETS $ - ----------- Total Current Assets - ----------- $ - =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 500 Accounts payable-related party 65,467 Due to officers 40,868 ----------- Total Current Liabilities 106,835 ----------- STOCKHOLDERS' (DEFICIT): Common stock, $.001 par value, 50,000,000 shares authorized, 1,342,000 shares issued and outstanding 1,342 Capital in excess of par 101,269 Deficit accumulated during the development stage (209,446) ----------- Total Stockholders' (Deficit) (106,835) ----------- $ - ===========
The accompanying notes are an integral part of this financial statement. 2
FIRST DELTAVISION, INC. [A Development Stage Company] STATEMENTS OF OPERATIONS From Inception For the Years Ended on July 31, June 30, 1984 Through --------------------- June 30, 2003 2002 2003 ---------- ---------- ----------- REVENUE $ - $ - $ - ---------- ---------- ----------- EXPENSES: General and administrative 35,162 14,828 209,446 ---------- ---------- ----------- LOSS FROM OPERATIONS BEFORE INCOME TAXES (35,162) (14,828) (209,446) CURRENT INCOME TAXES - - - DEFERRED INCOME TAX - - - ---------- ---------- ----------- NET LOSS $ (35,162) (14,828) $ (209,446) ========== ========== =========== LOSS PER SHARE $ (.03)$ (.01) $ (.41) ========== ========== ===========
The accompanying notes are an integral part of these financial statements. 3
FIRST DELTAVISION, INC. [A Development Stage Company] STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) FROM INCEPTION ON JULY 31, 1984 THROUGH JUNE 30, 2003 Deficit Accumulated Common Stock Capital in During the ---------------------- Excess of Development Shares Amount Par Value Stage ---------- ----------- ----------- ----------- BALANCE, July 31, 1984 - $ - $ - $ - Shares issued for cash at $.629576 per share 91,452 91 57,485 - Net loss for the period ended June 30, 1985 - - - (39,661) ---------- ----------- ----------- ---------- BALANCE, June 30, 1985 91,452 91 57,485 (39,661) Capital contributed by shareholder - - 2,536 - Net loss for the year ended June 30, 1986 - - - (20,451) ---------- ----------- ----------- ---------- BALANCE, June 30, 1986 91,452 91 60,021 (60,112) Net loss for the year ended June 30, 1987 - - - - ---------- ----------- ----------- ---------- BALANCE, June 30, 1987 91,452 91 60,021 (60,112) Net loss for the year ended June 30, 1988 - - - - ---------- ----------- ----------- ---------- BALANCE, June 30, 1988 91,452 91 60,021 (60,112) Capital contributed by shareholder - - 1,044 - Shares issued for cash at $.0124172 per share 96,640 91 1,103 - Net loss for the year ended June 30, 1989 - - - (2,107) ---------- ----------- ----------- ----------- BALANCE, June 30, 1989 188,092 188 62,168 (62,219) Net loss for the year ended June 30, 1990 - - - (183) ---------- ----------- ----------- ----------- BALANCE, June 30, 1990 188,092 188 62,168 (62,402) Net loss for year ended June 30, 1991 - - - (183) ---------- ----------- ----------- ----------- BALANCE, June 30, 1991 188,092 188 62,168 (62,585) Net loss for year ended June 30, 1992 - - - (183) ---------- ----------- ----------- ----------- BALANCE, June 30, 1992 188,092 188 62,168 (62,768) Net loss for year ended June 30, 1993 - - - (183) ---------- ----------- ----------- ----------- BALANCE, June 30, 1993 188,092 188 62,168 (62,951) Net loss for year ended June 30, 1994 - - - (119) ---------- ----------- ----------- ----------- BALANCE, June 30, 1994 188,092 188 62,168 (63,070) Net loss for year ended June 30, 1995 - - - (118) [Continued] 4 FIRST DELTAVISION, INC. [A Development Stage Company] STATEMENT OF STOCKHOLDERS' (DEFICIT) FROM INCEPTION ON JULY 31, 1984 THROUGH JUNE 30, 2003 [Continued] Deficit Accumulated Common Stock Capital in During the ---------------------- Excess of Development Shares Amount Par Value Stage ---------- ----------- ----------- ----------- BALANCE, June 30, 1995 188,092 188 62,168 (63,188) Shares issued for services rendered valued at $.25 per share 611,908 612 37,388 - Net loss for the year ended June 30, 1995 - - - (38,118) ---------- ----------- ----------- ----------- BALANCE, June 30, 1996 800,000 800 99,556 (101,306) Net loss for the year ended June 30, 1997 - - - (7,940) ---------- ----------- ----------- ----------- BALANCE, June 30, 1997 800,000 800 99,556 (109,246) Shares issued for services valued at $.04 per share 142,000 142 1,113 - Net loss for the year ended June 30, 1998 - - - (12,857) ---------- ----------- ----------- ----------- BALANCE, June 30, 1998 942,000 942 100,669 (122,103) Net loss for the year ended June 30, 1999 - - - (7,065) ---------- ----------- ----------- ----------- BALANCE, June 30, 1999 942,000 942 100,669 (129,168) Net income for the year ended June 30, 2000 - - - (13,044) ---------- ----------- ----------- ----------- BALANCE, June 30, 2000 942,000 942 100,669 (142,212) Shares issued for debt relief at $.0025 per share 400,000 400 600 - Net loss for the year ended June 30, 2001 - - - (17,244) ---------- ----------- ----------- ----------- BALANCE, June 20, 2001 1,342,000 1,342 101,269 (159,456) Shares repurchased and cancelled at $.334855 per share (746,592) (747) (249,253) - Shares issued to acquire KyoMedix 15,166,000 15,166 (15,166) - Shares cancelled in rescission of KyoMedix acquisition (15,166,000) (15,166) 15,166 - Shares reissued in rescission of KyoMedix acquisition 746,592 747 249,253 - Net loss for the year ended June 30, 2002 - - - (14,828) ---------- ----------- ----------- ----------- BALANCE, June 30, 2002 1,342,000 $ 1,342 $ 101,269 $ (174,284) Net loss for the year ended June 30, 2003 - - - (35,162) ---------- ----------- ----------- ----------- BALANCE, June 30, 2003 1,342,000 $ 1,342 $ 101,269 $ (209,446) ============ =========== =========== ===========
The accompanying notes are an integral part of this financial statement. 5
FIRST DELTAVISION, INC. [A Development Stage Company] STATEMENTS OF CASH FLOWS From Inception For the Years Ended on July 31, June 30, 1984, Through ---------------------- June 30, 2003 2002 2003 ---------- ---------- ------------ Cash Flows From Operating Activities: Net loss $ (35,162) $ (14,828) $ (209,446) Adjustments to reconcile net loss to net cash used by operating activities: Non cash expense - - 39,255 Stock issued for relief of debt - - 1,000 Changes in assets and liabilities: Increase (decrease) in accounts payable (730) 730 500 Increase is accounts payable-related party 26,150 6,639 65,467 Increase in due to officers 9,742 7,459 40,868 ---------- ---------- ----------- Net Cash (Used) by Operating Activities - - (62,356) ---------- ---------- ----------- Cash Flows From Investing Activities: - - - ---------- ---------- ----------- Net Cash Provided by Investing Activities - - - ---------- ---------- ----------- Cash Flows From Financing Activities: Proceeds from issuance of common stock - - 58,776 Capital contributions - - 3,580 ---------- ---------- ----------- Net Cash Provided by Financing Activities - - 62,356 ---------- ---------- ----------- Net Increase (Decrease) in Cash - - - Cash at Beginning of the Period - - - ---------- ---------- ----------- Cash at End of the Period $ - $ - $ - ---------- ---------- -----------
Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ - $ - $ - Income taxes $ - $ - $ - Supplemental Schedule of Noncash Investing and Financing Activities: For the year ended June 30, 2003: None. For the year ended June 30, 2002: None. The accompanying notes are an integral part of these financial statements. 6 FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization - First Deltavision, Inc. ("the Company") was organized under the laws of the State of Utah on July 31, 1984 under the name of Aquachlor Marketing. The Company never engaged in business activities and was suspended for failure to file annual reports and tax returns. In December 1988, all required reports and tax returns were filed and the Company was reinstated by the State of Utah. In December 1988, the Company merged with Aquachlor, Inc., a Nevada corporation incorporated on December 20, 1988. The Nevada corporation became the surviving entity and changed its name to Deltavision, Inc. In March 1997, the Company received a Certificate of Revival from the State of Nevada using the name First Deltavision, Inc. The Company has not engaged in any business activities that have produced significant revenues and, therefore, is considered a development stage company as defined in Statement of Financial Accounting Standards No. 7. Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents. Loss Per Share - The computation of loss per share of common stock is based on the weighted average number of shares outstanding during the periods presented, in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share" [See Note 7]. Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America required management to make estimates and assumptions that effect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management. Recently Enacted Accounting Standards - Statement of Financial Accounting Standards ("SFAS") No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", SFAS No. 147, "Acquisitions of Certain Financial Institutions - an Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9", SFAS No. 148, "Accounting for Stock-Based Compensation - - Transition and Disclosure - an Amendment of FASB Statement No. 123", SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities", and SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", were recently issued. SFAS No. 146, 147, 148, 149 and 150 have no current applicability to the Company or their effect on the financial statements would not have been significant. Restatement - The financial statements have been restated for all periods presented to reflect a 4-for-1 forward stock split on April 4, 2002, a 248.399-for-1 reverse stock split on April 23, 1997 and a 5-for-1 forward stock split on December 9, 1988. Reclassification - The financial statements for years prior to June 30, 2003 have been reclassified to conform to the headings and classifications used in the June 30, 2003 financial statements. 7 FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 2 - ACQUISITION AND RESCISSION OF ACQUISITION On April 9, 2002, the Company entered into a share exchange agreement with KyoMedix Corporation ("KyoMedix"). The agreement called for the Company to issue 15,166,550 shares of common stock to the shareholders of KyoMedix for all of the issued and outstanding shares of common stock of KyoMedix. The agreement also called for the repurchase and cancellation of 746,592 shares of common stock for a $250,000 note payable and effecting a 4-for-1 forward stock split. The $250,000 note payable was due 90 days from signing and was secured by 13,916,000 shares of common stock of the Company. Any unpaid portion of the note was to accrue interest at 10% per annum after the 90-day term. The agreement also called for the resignation of the Company's officers and directors, the adoption of the 2002 Stock Plan of KyoMedix, changing the name of the Company to KyoMedix, Inc. and the grant of similar options to replace the options previously granted by KyoMedix. The acquisition closed April 9, 2002; however, subsequently, former and current shareholders of the Company sued to rescind the merger claiming that certain conditions of the agreement were not satisfied. On November 11, 2002, the Company signed a Compromise and Settlement Agreement and the Company cancelled the 15,166,550 shares of common stock that had been issued to the shareholders of KyoMedix. As part of the rescission agreement, the Company reissued 746,592 shares of common stock to the previous shareholder and the $250,000 note payable was voided. As part of the rescission agreement, the Company's former officers and directors were re- appointed, the adoption of the 2002 Stock Plan of KyoMedix was voided and options granted to KyoMedix option holders were cancelled. The financial statements have been restated to reflect the acquisition as having been rescinded. NOTE 3 - COMMON STOCK The Company issued 91,452 shares of stock upon incorporation for $57,576. During the year ended June 30, 1989, the Company issued 96,640 shares of common stock for $1,200. During 1996, the Company issued 611,908 shares of common stock for consulting fees valued at $38,000 (or $.25 per share) resulting in a change in control of the Company. During the year ended June 30, 1998, the Company issued 142,000 shares of common stock for services rendered. Total proceeds amounted to $1,255 (or $.04 per share). The Company previously reported the issuance as 140,000 shares of common stock. The financial statements have been restated for the years ended June 30, 1999 and 1998 to reflect the issuance of an additional 2,000 shares of common stock related to services previously rendered. In January 2000, the board of directors approved a compensation agreement that included the issuance of a total of 400,000 shares of common stock to two shareholders, 200,000 to each, for services rendered which were valued at $1,000. The shares were issued in August 2000 for $.0025 per share. Stock Splits - On December 9, 1988, the Company effected a 5-for-1 forward stock split. On April 23, 1997, the Company effected a 248.399-for-1 reverse stock split. On April 4, 2002, the Company effected a 4-for-1 forward stock split. The financial statements for all periods presented have been restated to reflect these stock splits. 8 FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 4 - INCOME TAXES The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" which requires the liability approach for the effect of income taxes. The Company has available at June 30, 2003, unused operating loss carryforwards of approximately $108,100, which may be applied against future taxable income and which expire in various years through 2023. If certain substantial changes in the Company's ownership should occur, there could be an annual limitation on the amount of net operating loss carryforward which can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards, therefore, no deferred tax asset has been recognized for the loss carryforwards. The net deferred tax assets are approximately $36,800 and $24,800 at June 30, 2003 and 2002, respectively, with an offsetting valuation allowance of the same amount resulting in a change in the valuation allowance of approximately $12,000 during the year ended June 30, 2003. NOTE 5 - RELATED PARTY TRANSACTIONS Management Compensation - During the years ended June 30, 2003 and 2002, the Company did not pay any compensation to its officers and directors. Office Space - The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his home as a mailing address, as needed, at no expense to the Company. Due to Officers - During the year ended June 30, 2003, the Company's President paid expenses on behalf of the Company totaling $9,742. At June 30, 2003, the Company owed $40,868 to the President. This amount bears no interest and is due when the funds are available. Accounts Payable - A shareholder of the Company provides legal services to the Company. At June 30, 2003, the value of the services rendered but unpaid is $65,467. This amount bears no interest and is due when the funds are available. 9 FIRST DELTAVISION, INC. [A Development Stage Company] NOTES TO FINANCIAL STATEMENTS NOTE 6 - GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception, has current liabilities in excess of current assets and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through sales of its common stock or through a possible business combination with another company. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. NOTE 7 - LOSS PER SHARE The following data show the amounts used in computing loss per share for the periods presented: From Inception For the Years Ended on July 31, June 30, 1984 Through ------------------- June 30, 2003 2002 2003 --------- --------- -------------- Loss from continuing operations available to common shareholders (numerator) $ (35,162)$ (14,828) $ (209,446) --------- --------- -------------- Weighted average number of common shares outstanding used in loss per share during the period (denominator) 1,342,000 1,342,000 510,266 --------- --------- -------------- Dilutive loss per share was not presented, as the Company had no common equivalent shares for all periods presented that would effect the computation of diluted loss per share. 10 Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. - --------------------- We changed our independent auditors due to the death of our former principal accountant as detailed in an 8-K Current Report dated October 10, 2000, which is incorporated herein by reference. See the Exhibit Index, Part III, Item 13. PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act. - -------------------------------------------------- Identification of Directors and Executive Officers. --------------------------------------------------- The following table sets forth, in alphabetical order, the names and the nature of all positions and offices held by all directors and executive officers of our Company during fiscal 2003, and the period or periods during which each such director or executive officer served in his or her respective positions. Date of Date of Positions Election or Termination Name Held Designation or Resignation David C. Merrell Director 5/21/96 * President 5/21/96 * Todd D. Ross Director and 5/21/96 * Secy./Treasurer 5/21/96 * Term of Office. --------------- The term of office of the current directors shall continue until the annual meeting of our stockholders. The annual meeting of the Board of Directors immediately follows our annual meeting of stockholders, at which officers for the coming year are elected. Business Experience. -------------------- David C. Merrell, Director and President. Mr. Merrell is 42 years of age, and since 1989, he has been the owner of DCM Finance, a Salt Lake City based finance company that makes and brokers real estate loans. Mr. Merrell received his Bachelor of Science degree in Economics from the University of Utah in 1981. Todd D. Ross. Mr. Ross is 39 years of age, and since 1995, he has been a partner in DCM Finance, a Salt Lake City Based finance company. Mr. Ross developed and manages DCM's Internet site. He also reviews and submits venture capital proposals for funding. Since 1991, Mr. Ross has also been the Lighting Director for the Utah Shakespearean Festival. Family Relationships. --------------------- There are no family relationships between any directors or executive officers of our Company, either by blood or by marriage. Involvement in Certain Legal Proceedings. ----------------------------------------- Except as indicated below and to the knowledge of management, during the past five years, no present or former director, person nominated to become a director, executive officer, promoter or control person of our Company: (1) Was a general partner or executive officer of any business by or against which any bankruptcy petition was filed, whether at the time of such filing or two years prior thereto; (2) Was convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities: (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (4) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) Was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated; or (6) Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. Compliance with Section 16(a) of the Exchange Act. -------------------------------------------------- On or about May 13, 1998, each of our Company's current directors and executive officers filed with the Securities and Exchange Commission an Initial Statement of Beneficial Ownership of Securities on Form 3. On August 18, 2000, David C. Merrell filed with the Securities and Exchange Commission a Statement of Changes in Beneficial Ownership on Form 4. No Changes in Beneficial Ownership on Form 4 was filed for the cancellation of David C. Merrell's shares pursuant to the Kyomedix Agreement that has subsequently been rescinded pursuant to the Compromise and Settlement Agreement executed by the parties and effective at November 11, 2002. See the Exhibit Index, Part III, Item 13. Item 10. Executive Compensation. - -------------------------------- Cash Compensation. ------------------ The following table sets forth the aggregate compensation paid by our Company for services rendered during the periods indicated: SUMMARY COMPENSATION TABLE Long Term Compensation Annual Compensation Awards Payouts (a) (b) (c) (d) (e) (f) (g) (h) (i) Secur- ities All Name and Year or Other Rest- Under- LTIP Other Principal Period Salary Bonus Annual rictedlying Pay- Comp- Position Ended ($) ($) Compen-Stock Optionsouts ensat'n - ----------------------------------------------------------------- David C. 6/30/03 0 0 0 0 0 0 * Merrell, 6/30/02 0 0 0 0 0 0 0 President, Director Todd D. 6/30/03 0 0 0 0 0 0 0 Ross 6/30/02 0 0 0 0 0 0 0 Secretary/ Treasurer, Director * David C. Merrell was granted 200,000 shares of "restricted securities" during fiscal 2001 for services rendered. See the heading "Recent Sales of Unregistered Securities," Part II, Item 5. No cash compensation, deferred compensation or long-term incentive plan awards were issued or granted to our Company's management during the fiscal years ending June 30, 2003, and 2002, or the period ending on the date of this Annual Report. Further, no member of our Company's management has been granted any option or stock appreciation right; accordingly, no tables relating to such items have been included within this Item. See the Summary Compensation Table of this Item. Compensation of Directors. -------------------------- There are no standard arrangements pursuant to which our Company's directors are compensated for any services provided as director. No additional amounts are payable to our Company's directors for committee participation or special assignments. There are no arrangements pursuant to which any of our Company's directors was compensated during our Company's last completed fiscal year or the previous two fiscal years for any service provided as director. See the Summary Compensation Table of this Item. Termination of Employment and Change of Control Arrangement. ------------------------------------------------------------ There are no compensatory plans or arrangements, including payments to be received from our Company, with respect to any person named in the Summary Compensation Table set out above which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of such person's employment with our Company or its subsidiaries, or any change in control of our Company, or a change in the person's responsibilities following a change in control of our Company. Item 11. Security Ownership of Certain Beneficial Owners and Management. - ------------------------------------------------------------------------ Security Ownership of Certain Beneficial Owners. ------------------------------------------------ The following table sets forth the share holdings of those persons who own more than five percent of our Company's common stock as of June 30, 2002 and as of the date of this Annual Report: Number and Percentage of Shares Beneficially Owned Name and Address 6/30/03 Today - ---------------- ------- ----- David C. Merrell 746,592-55.63% 746,592-55.63% 9005 Cobble Canyon Lane Sandy, Utah 84093 Leonard W. Burningham, Esq. 316,200-23.56% 316,200-23.56% 455 East 500 South, Suite #205 Salt Lake City, Utah 84111 TOTALS 1,062,792-79.19% 2,062,792-79.19% The percent calculations are based on 1,324,000 shares outstanding as of 6/30/03 and today. Security Ownership of Management. --------------------------------- The following table sets forth the share holdings of our Company's directors and executive officers as of June 30, 2003 and as of the date of this Annual Report: Number and Percentage of Shares Beneficially Owned Name and Address 6/30/02 Today - ---------------- ------- ----- David C. Merrell 746,592-55.63% 746,592-55.63% 9005 Cobble Canyon Lane Sandy, Utah 84093 Todd D. Ross 16,108-1.20% 16,108-1.20% 38 South 1650 West Cedar City, Utah 84720 TOTALS 762,700-56.83% 762,700-56.83% The percent calculations are based on 1,324,000 shares outstanding as of today, and June 30, 2003. Changes in Control. ------------------- There have been no changes in control of our Company for the period covered by this Report. Item 12. Certain Relationships and Related Transactions. - -------------------------------------------------------- The following transactions occurred between our Company and members of our management, five percent stockholders and promoters or founders of our Company during the past three fiscal years: * Issuance of 200,000 post-dividend shares of "restricted securities" of our Company to David C. Merrell in August, 2000. Item 13. Exhibits and Reports on Form 8-K. - ------------------------------------------ Reports on Form 8-K. - -------------------- 8-K Current Report dated May 21, 2003, filed with the Securities and Exchange Commission on May 22, 2003. 8-KA Current Report dated April 9, 2002, filed with the Securities and Exchange Commission on November 13, 2002. 8-K Current Report dated April 9, 2002, filed with the Securities and Exchange Commission on April 25, 2002. 8-K Current Report dated October 10, 2000, filed with the Securities and Exchange Commission on October 11, 2000. Exhibit Exhibits* Number (i) 302 Certification 31.1 302 Certification 31.2 906 Certification 32 (ii) Where Incorporated In This Report -------------- Form 10-SB Registration Statement, Part I ** as amended filed on December 16, 1997 Form 10-KSB Annual Report for the Part I ** fiscal year ended June 30, 2002 Proxy Statement filed with the Part I, II ** Securities and Exchange Commission on June 6, 2000 * A summary of any Exhibit is modified in its entirety by reference to the actual Exhibit. ** These documents and related exhibits have previously been filed with the Securities and Exchange Commission and are incorporated herein by this reference. Item 14. Controls and Procedures. - ---------------------------------- (a) Evaluation of Disclosure Controls and Procedures Our President and Secretary/Treasurer have evaluated our Company's disclosure controls and procedures as of September 29, 2003, and they concluded that these controls and procedures are effective. (b) Changes in Internal Controls There are no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to September 29, 2003. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST DELTAVISION, INC. Date: By ------------- ----------------------- David C. Merrell President and Director Date: By ------------- ----------------------- Todd D. Ross Secretary/Treasurer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: FIRST DELTAVISION, INC. Date: 9/26/03 By/s/David C. Merrell ------------- ----------------------- David C. Merrell President and Director Date: 9/26/03 By/s/Todd D. Ross ------------- ----------------------- Todd D. Ross Secretary/Treasurer and Director EX-31 3 ex31-1.txt 302 CERTIFICATION OF DAVID C. MERRELL Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David C. Merrell, President of First Deltavision, Inc. (the "small business issuer"), certify that: 1. I have reviewed this annual report on Form 10-KSB of the small business issuer; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions); a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Dated: 9/26/03 Signature:/s/David C. Merrell ---------------------- David C. Merrell President EX-31 4 ex31-2.txt 302 CERTIFICATION OF TODD D. ROSS Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Todd D. Ross, Secretary/Treasurer of First Deltavision, Inc. (the "small business issuer"), certify that: 1. I have reviewed this annual report on Form 10-KSB of the small business issuer; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions); a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Dated: 9/26/03 Signature:/s/Todd D. Ross ---------------------- Todd D. Ross Secretary/Treasurer EX-32 5 ex32.txt 906 CERTIFICATION Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of First Deltavision, Inc. (the "Registrant") on Form 10-KSB for the fiscal year ended June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof, we, David C. Merrell, President, and Todd D. Ross, Secretary/Treasurer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant. Dated: 9/26/03 Signature:/s/David C. Merrell ------- ------------------- David C. Merrell President Dated: 9/26/03 Signature:/s/Todd D. Ross ------- --------------- Todd D. Ross Secretary/Treasurer -----END PRIVACY-ENHANCED MESSAGE-----